ScanSource(SCSC) - 2025 Q4 - Annual Report

PART I Business Overview ScanSource is a leading technology distributor connecting devices to the cloud for channel sales partners - ScanSource is a leading technology distributor focused on connecting devices to the cloud and accelerating growth for channel sales partners across hardware, SaaS, connectivity, and cloud services[14] - The company serves approximately 25,000 channel sales partners in the United States, Canada, and Brazil[15] Fiscal Year 2025 Net Sales | Metric | Amount | | :---------------- | :------------- | | Total Net Sales | $3.04 billion | - The company's strategy is to drive sustainable, profitable growth by orchestrating complex, converging technology solutions through a growing ecosystem of channel sales partners, leveraging its people, processes, and tools[16] - ScanSource operates two realigned segments as of July 1, 2024: Specialty Technology Solutions and Intelisys & Advisory, both including recurring revenue[20] Risk Factors The company faces various operational, industry-specific, and general risks that could materially affect its business and financial results - Operational risks include challenges in hiring and retaining high-quality employees, difficulties in managing and integrating acquisitions, and potential failures in IT systems, as evidenced by a ransomware incident in May 2023[68][70][76][78] - Supply chain issues, including product shortages and international operational risks (e.g., manufacturing delays in Asia, trade disruptions), may increase costs or delay order fulfillment[79][82][83] - Credit exposure to channel sales partners is a significant risk, especially with longer payment terms and international operations, which can lead to credit losses[84][86] - The company operates in a highly competitive market, facing broad-line and specialized distributors, which could lead to reduced margins and loss of market share[111][112][113] - Rapid technological changes, including AI developments, and evolving industry standards pose a risk if the company or its suppliers fail to adapt quickly, potentially impacting market share and profitability[114][115] - Economic weakness, inflation, tariffs, and geopolitical uncertainty can adversely affect financial results, demand for products, and the financial condition of channel sales partners and suppliers[123][124][125] Unresolved Staff Comments This section states that there are no unresolved staff comments applicable to the company Cybersecurity ScanSource maintains a comprehensive cybersecurity risk management program with Board oversight, despite a past ransomware attack - The cybersecurity risk management program is led by the VP of Information Security and integrates with the broader enterprise risk management program, following industry frameworks like NIST[130][131] - Key components include risk assessments, monthly mandatory cybersecurity awareness training for employees, and periodic engagement of independent security firms[131] - The Board of Directors has primary oversight of cybersecurity risks, receiving regular reports from the CIO, and the Audit Committee reviews security policies and internal controls[135][136] - Despite a ransomware attack in May 2023 that disrupted systems for nine business days and led to data disclosure, the company does not believe current cybersecurity risks materially affect its business strategy or financial condition[120][134] Properties ScanSource's principal properties include an owned headquarters in Greenville, SC, and leased warehouses and offices across North America and Brazil Principal Properties as of June 30, 2025 | Location | Approximate Square Footage | Type of Interest | Description of Use | | :------------------------- | :------------------------- | :--------------- | :----------------------------------- | | Greenville, SC (US) | 174,000 | Owned | Headquarters - Principal Executive and Sales Offices | | Southaven, MS (US) | 741,000 | Leased | Warehouse | | Sacramento, CA (US) | 53,000 | Leased | Sales and Administration Offices and Warehouse | | Louisville, KY (US) | 22,000 | Leased | Warehouse | | Serra, Espírito Santo, Brazil | 40,000 | Leased | Sales Office and Warehouse | | Itajai, Santa Catarina, Brazil | 30,100 | Leased | Sales Office and Warehouse | - Management believes current office and warehouse facilities are adequate to support operations at their current levels and for the foreseeable future[141] Legal Proceedings The company is routinely involved in lawsuits but believes any adverse outcome would not materially affect its financial condition or results of operations - The Company is involved in lawsuits arising out of operations, but believes any adverse determination would not materially affect its financial condition or results[142] Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the company PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ScanSource common stock trades on NASDAQ, with significant share repurchases in FY2025, and no history of cash dividends - ScanSource common stock trades on the NASDAQ Global Select Market under the symbol "SCSC"[145] Stock Performance (June 30, 2020 - June 30, 2025) | Year | ScanSource, Inc. | NASDAQ Composite | SIC Code 5045 | | :--- | :--------------- | :--------------- | :-------------- | | 2020 | $100 | $100 | $100 | | 2021 | $117 | $145 | $198 | | 2022 | $129 | $111 | $170 | | 2023 | $123 | $140 | $178 | | 2024 | $184 | $182 | $227 | | 2025 | $174 | $210 | $261 | Share Repurchase Activity (Quarter Ended June 30, 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :-------------------------------- | :--------------------- | :--------------------------- | | April 1, 2025 - April 30, 2025 | 261,305 | $31.80 | | May 1, 2025 - May 31, 2025 | 220,897 | $38.66 | | June 1, 2025 - June 30, 2025 | 200,693 | $41.35 | | Total | 682,895 | | - In fiscal year 2025, the company repurchased 2,483,299 shares totaling $106.5 million under its share repurchase program[150][228] - As of June 30, 2025, approximately $217.1 million remained available for repurchases[150][228] - ScanSource has never declared or paid a cash dividend, and payment of cash dividends is restricted under its credit facility[151] Reserved This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations MD&A reviews ScanSource's business, strategy, and financial performance, noting decreased net sales, increased gross profit, and strategic actions - The macroeconomic environment, including forecasted growth, inflation, tariffs, and shifting international relations, continues to create significant uncertainty and may adversely affect financial condition and results[156] - ScanSource completed two acquisitions in August 2024: Secure Path Networks (Resourcive), a technology advisor, and Advantix Solutions Group, a managed connectivity experience provider[158][159] - The company executed cost reduction and restructuring programs in September 2024 and January 2025, expected to result in approximately $20.5 million in annualized savings in selling, general and administrative expenses[161] - The company's strategy focuses on driving sustainable, profitable growth by orchestrating complex, converging technology solutions through a growing ecosystem of channel sales partners[162] Results of Operations from Continuing Operations Net sales decreased by 6.7% to $3.04 billion in FY2025 due to a cautious spending environment, while gross profit increased by 2.4% Statement of Income Data as Percentage of Net Sales | Statement of income data: | 2025 | 2024 | 2023 | | :------------------------------------------ | :----- | :----- | :----- | | Net sales | 100.0 % | 100.0 % | 100.0 % | | Cost of goods sold | 86.6 | 87.8 | 88.1 | | Gross profit | 13.4 | 12.2 | 11.9 | | Selling, general and administrative expenses | 9.4 | 8.5 | 7.5 | | Depreciation expense | 0.3 | 0.3 | 0.3 | | Intangible amortization expense | 0.6 | 0.5 | 0.4 | | Restructuring and other charges | 0.2 | 0.1 | 0.0 | | Change in fair value of contingent consideration | 0.1 | 0.0 | 0.0 | | Operating income | 2.8 | 2.8 | 3.6 | | Interest expense | 0.3 | 0.4 | 0.5 | | Interest income | (0.4) | (0.3) | (0.2) | | Gain on sale of business | 0.0 | (0.4) | 0.0 | | Other (income) expense, net | (0.2) | 0.0 | 0.0 | | Income from continuing operations before income taxes | 3.1 | 3.1 | 3.2 | | Provision for income taxes | 0.8 | 0.7 | 0.9 | | Net income from continuing operations | 2.4 | 2.4 | 2.3 | | Net income from discontinued operations | 0.0 | 0.0 | 0.0 | | Net income | 2.4 % | 2.4 % | 2.4 % | Net Sales by Segment and Geography (FY2025 vs FY2024) | Category | 2025 (in thousands) | 2024 (in thousands) | $ Change | % Change | % Change Constant Currency | | :------------------------- | :------------------ | :------------------ | :------- | :------- | :------------------------- | | Sales by Segment: | | | | | | | Specialty Technology Solutions | $2,942,717 | $3,167,549 | $(224,832) | (7.1)% | (6.7)% | | Intelisys & Advisory | $98,093 | $92,260 | $5,833 | 6.3% | (0.2)% | | Total net sales | $3,040,810 | $3,259,809 | $(218,999) | (6.7)% | (6.5)% | | Sales by Geography Category: | | | | | | | United States | $2,800,739 | $2,921,172 | $(120,433) | (4.1)% | (5.2)% | | International | $240,071 | $338,637 | $(98,566) | (29.1)% | (18.5)% | | Total net sales | $3,040,810 | $3,259,809 | $(218,999) | (6.7)% | (6.5)% | - Specialty Technology Solutions net sales decreased by 7.1% (6.7% in constant currency) due to a cautious technology spending environment[168] - Intelisys & Advisory net sales increased by 6.3% due to an acquisition, but adjusted net sales decreased by 0.2% in constant currency due to cautious spending[169] Gross Profit (FY2025 vs FY2024) | Segment | 2025 (in thousands) | 2024 (in thousands) | $ Change | % Change | 2025 % of Sales | 2024 % of Sales | | :------------------------- | :------------------ | :------------------ | :------- | :------- | :-------------- | :-------------- | | Specialty Technology Solutions | $311,402 | $307,257 | $4,145 | 1.3% | 10.6% | 9.7% | | Intelisys & Advisory | $97,244 | $91,795 | $5,449 | 5.9% | 99.1% | 99.5% | | Total gross profit | $408,646 | $399,052 | $9,594 | 2.4% | 13.4% | 12.2% | - Selling, general and administrative expenses increased by $9.5 million, primarily due to increased costs related to acquisitions[174] - Intangible amortization expense increased by $3.5 million due to intangible assets acquired from Advantix and Resourcive acquisitions[175] - Operating income for Specialty Technology Solutions decreased by $0.6 million, while Intelisys & Advisory operating income decreased by $3.4 million, largely due to higher costs including fair value expense from a recent acquisition[179][180] - Interest expense decreased in fiscal year 2025 due to lower average borrowings, while interest income increased from higher cash balances[183][184] - A $6.7 million gain was recognized in fiscal year 2025 from an insurance recovery related to the cybersecurity attack in fiscal 2023[186] Income Tax Expense and Effective Tax Rates (FY2025 vs FY2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Effective Tax Rate 2025 | Effective Tax Rate 2024 | | :----------------------- | :------------------ | :------------------ | :---------------------- | :---------------------- | | Income tax expense | $22,848 | $22,781 | 24.2% | 22.8% | Non-GAAP Financial Information ScanSource utilizes non-GAAP measures like adjusted ROIC and EBITDA to provide a clearer view of performance, with adjusted ROIC increasing to 13.6% in FY2025 - Non-GAAP financial measures are used to better understand and evaluate performance, excluding impacts like foreign exchange, acquisitions, and divestitures[190] Adjusted Return on Invested Capital (ROIC) | Metric | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Adjusted ROIC ratio | 13.6 % | 12.4 % | Adjusted EBITDA Reconciliation (FY2025 vs FY2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Net income from continuing operations (GAAP) | $71,548 | $77,060 | | Plus: Interest expense | $8,013 | $13,031 | | Plus: Income taxes | $22,848 | $22,781 | | Plus: Depreciation and amortization | $30,195 | $28,009 | | EBITDA (non-GAAP) | $132,604 | $140,881 | | Plus: Change in fair value of contingent consideration | $1,900 | — | | Plus: Share-based compensation | $11,062 | $9,537 | | Plus: Acquisition and divestiture costs | $926 | $1,717 | | Plus: Cyberattack restoration costs | $177 | $874 | | Plus: Restructuring costs | $5,381 | $4,358 | | Plus: Tax recovery | $(3,041) | $(2,558) | | Plus: Legal settlement | $1,579 | — | | Plus: Insurance recovery, net of payments | $(5,928) | — | | Plus: Gain on sale of business | — | $(14,155) | | Adjusted EBITDA (non-GAAP) | $144,660 | $140,654 | Net Sales in Constant Currency, Excluding Acquisitions and Divestitures (FY2025 vs FY2024) | Category | 2025 (in thousands) | 2024 (in thousands) | $ Change | % Change | | :------------------------------------------ | :------------------ | :------------------ | :------- | :------- | | Specialty Technology Solutions: | | | | | | Net sales, reported | $2,942,717 | $3,167,549 | $(224,832) | (7.1)% | | Non-GAAP net sales, constant currency | $2,951,272 | $3,163,530 | $(212,258) | (6.7)% | | Intelisys & Advisory: | | | | | | Net sales, reported | $98,093 | $92,260 | $5,833 | 6.3% | | Non-GAAP net sales, constant currency | $92,096 | $92,260 | $(164) | (0.2)% | | Consolidated: | | | | | | Net sales, reported | $3,040,810 | $3,259,809 | $(218,999) | (6.7)% | | Non-GAAP net sales, constant currency | $3,043,368 | $3,255,790 | $(212,422) | (6.5)% | Critical Accounting Policies and Estimates Management highlights key accounting policies and estimates for receivables, inventory, supplier programs, and goodwill, requiring significant judgment - Key estimates include allowances for uncollectible accounts receivable, inventory reserves, supplier incentives, goodwill, and purchase price allocations[204][286] - Allowance for doubtful accounts is estimated considering historical experience, aging of receivables, customer creditworthiness, economic environment, and forecasts[206][288] - Inventory reserves are determined based on technological changes, quantities on hand, and time on hand to reduce inventory to the lower of cost or net realizable value[207][289] - Goodwill and other intangible assets are reviewed annually for impairment using discounted cash flow and market approaches, requiring significant judgment in estimating future cash flows and discount rates[211][212][293] - Supplier incentives (market development funds, volume rebates) are recorded as reductions to inventory or SG&A, based on estimates of achievement and historical experience[208][209][294] Accounting Standards Recently Issued ScanSource adopted ASU No. 2023-07 in FY2025, expanding segment disclosures, and is evaluating other ASUs for future impact - Adopted ASU No. 2023-07 "Segment Reporting" in fiscal year 2025, resulting in expanded segment disclosures with no material financial impact[335] - Currently evaluating ASU No. 2023-09 "Income Taxes" (effective FY2026) and ASU 2024-03 "Expense Disaggregation Disclosures" (effective FY2027) for potential impacts on consolidated financial statements and disclosures[336][337] Liquidity and Capital Resources Liquidity relies on operating cash flows and a $350 million credit facility, with cash decreasing in FY2025 due to working capital and share repurchases - Primary liquidity sources are cash flows from operations and borrowings under the $350 million revolving credit facility[218] Cash and Cash Equivalents (in thousands) | Date | Amount | | :----------- | :------- | | June 30, 2025 | $126,157 | | June 30, 2024 | $185,460 | - Net investment in working capital increased by $14.6 million to $520.7 million at June 30, 2025, primarily due to an increase in accounts receivable[221] Cash Flows from Activities (in thousands) | Activity | FY2025 | FY2024 | | :------------------------------------ | :------- | :------- | | Operating activities of continuing operations | $112,349 | $371,647 | | Investing activities of continuing operations | $(62,390) | $9,045 | | Financing activities of continuing operations | $(110,905) | $(227,767) | - The decrease in operating cash flow in FY2025 was primarily due to changes in working capital, contrasting with a significant increase in the prior year from a working capital improvement plan[222] - Cash used in investing activities in FY2025 was largely due to cash paid for acquisitions and capital expenditures[225] - Cash used in financing activities in FY2025 was primarily due to the repurchase of common stock ($106.5 million)[227][228] - The company has a $350 million multi-currency senior secured revolving credit facility maturing September 28, 2027, and was in compliance with all covenants as of June 30, 2025[229][231] Quantitative and Qualitative Disclosures About Market Risk ScanSource manages interest rate and foreign currency risks through swaps and forward contracts, with hypothetical changes impacting pre-tax income - The company is exposed to interest rate risk from variable rate debt and uses interest rate swaps to mitigate this risk[239][240][241][242] Impact of Hypothetical Interest Rate Change on Pre-Tax Income | Fiscal Year | Hypothetical 100 bps Increase/Decrease | | :---------- | :------------------------------------- | | June 30, 2025 | ~$0.7 million increase or decrease | | June 30, 2024 | ~$1.0 million increase or decrease | - Foreign currency exchange rate risk arises from international operations in Canada and Brazil, with transactions in non-functional currencies and intercompany loans[243] - The company uses currency options and forward contracts to hedge foreign currency exposures, primarily in Brazilian reais and Canadian dollars, and does not designate them as hedging instruments for accounting purposes[244][245] Impact of Hypothetical Foreign Exchange Rate Change on Pre-Tax Income | Fiscal Year | Hypothetical 10% Increase/Decrease | | :---------- | :--------------------------------- | | June 30, 2025 | ~$1.2 million increase or decrease | | June 30, 2024 | ~$0.1 million increase or decrease | Financial Statements and Supplementary Data This section presents ScanSource's audited consolidated financial statements for FY2025, 2024, and 2023, with an unqualified opinion from Grant Thornton LLP - Grant Thornton LLP issued an unqualified opinion on the consolidated financial statements for the period ended June 30, 2025, and on the effectiveness of internal control over financial reporting as of June 30, 2025[249][250][256][257] Consolidated Balance Sheets (in thousands) | Asset/Liability Category | June 30, 2025 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------ | | Assets: | | | | Cash and cash equivalents | $126,157 | $185,460 | | Accounts receivable, net | $635,521 | $581,523 | | Inventories | $483,815 | $512,634 | | Total current assets | $1,370,452 | $1,404,699 | | Property and equipment, net | $31,169 | $33,501 | | Goodwill | $230,820 | $206,301 | | Identifiable intangible assets, net | $62,909 | $37,634 | | Total assets | $1,785,606 | $1,779,032 | | Liabilities & Shareholders' Equity: | | | | Accounts payable | $598,595 | $587,984 | | Accrued expenses and other current liabilities | $71,263 | $65,616 | | Total current liabilities | $682,964 | $669,352 | | Long-term debt, net of current portion | $128,288 | $136,149 | | Total liabilities | $879,197 | $854,777 | | Total shareholders' equity | $906,409 | $924,255 | | Total liabilities and shareholders' equity | $1,785,606 | $1,779,032 | Consolidated Income Statements (in thousands, except per share) | Metric | FY2025 | FY2024 | FY2023 | | :------------------------------------------ | :------- | :------- | :------- | | Net sales | $3,040,810 | $3,259,809 | $3,787,721 | | Cost of goods sold | $2,632,164 | $2,860,757 | $3,338,482 | | Gross profit | $408,646 | $399,052 | $449,239 | | Operating income | $85,200 | $90,324 | $135,886 | | Income before income taxes | $94,396 | $99,841 | $121,850 | | Provision for income taxes | $22,848 | $22,781 | $33,758 | | Net income from continuing operations | $71,548 | $77,060 | $88,092 | | Net income | $71,548 | $77,060 | $89,809 | | Diluted EPS | $3.00 | $3.06 | $3.54 | Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | FY2025 | FY2024 | FY2023 | | :------------------------------------------ | :------- | :------- | :------- | | Net cash provided by operating activities of continuing operations | $112,349 | $371,647 | $(35,769) | | Net cash (used in) provided by investing activities of continuing operations | $(62,390) | $9,045 | $(8,262) | | Net cash (used in) provided by financing activities of continuing operations | $(110,905) | $(227,767) | $39,531 | | (Decrease) increase in cash and cash equivalents | $(59,303) | $149,282 | $(1,809) | | Cash and cash equivalents at end of period | $126,157 | $185,460 | $36,178 | - Goodwill balances as of June 30, 2025, were $159.8 million for Specialty Technology Solutions and $71.0 million for Intelisys & Advisory[212][367] - No goodwill impairment charges were recorded for fiscal years 2025, 2024, or 2023[212][367] Identifiable Intangible Assets, Net (in thousands) | Category | June 30, 2025 Net Book Value | June 30, 2024 Net Book Value | | :------------------------- | :----------------------------- | :----------------------------- | | Customer relationships | $52,585 | $28,640 | | Trade names | $2,594 | $3,015 | | Supplier partner program | $744 | $1,174 | | Encryption key library | $206 | $2,695 | | Developed technology | $6,780 | $2,111 | | Total intangibles | $62,909 | $37,635 | - Amortization expense for continuing operations was $19.2 million in FY2025, $15.7 million in FY2024, and $16.7 million in FY2023[372] Scheduled Maturities of Debt (in thousands) | Fiscal year: | Revolving Credit Facility | Term Loan Facility | Mississippi Bond | | :----------- | :------------------------ | :----------------- | :--------------- | | 2026 | $— | $7,500 | $361 | | 2027 | $— | $10,313 | $366 | | 2028 | $— | $115,312 | $371 | | 2029 | $— | $— | $375 | | 2030 | $— | $— | $380 | | Thereafter | $— | $— | $1,171 | | Total principal payments | $— | $133,125 | $3,024 | - The company had $133.1 million outstanding under its term loan facility and $3.0 million under its Mississippi revenue bond as of June 30, 2025[235] - The company recorded a contingent consideration liability of $19.1 million at June 30, 2025, related to the Advantix and Resourcive acquisitions, with changes in fair value reflected in operating income[177][405] Earnings Per Share (in thousands, except per share data) | Metric | FY2025 | FY2024 | FY2023 | | :------------------------------------------ | :------- | :------- | :------- | | Net income from continuing operations per common share, basic | $3.05 | $3.10 | $3.50 | | Net income per common share, basic | $3.05 | $3.10 | $3.57 | | Net income from continuing operations per common share, diluted | $3.00 | $3.06 | $3.47 | | Net income per common share, diluted | $3.00 | $3.06 | $3.54 | | Weighted-average shares outstanding, diluted | 23,839 | 25,222 | 25,362 | - Total share-based compensation expense was $11.1 million in FY2025, $9.5 million in FY2024, and $11.2 million in FY2023[413] - The company recognized a tax benefit of $2.1 million in FY2025 due to a U.S. Tax Court opinion related to deemed foreign dividends[435] - Capital expenditures for fiscal year 2026 are expected to range from $10.0 million to $15.0 million, primarily for IT and warehouse investments[226][450] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure This section states that there are no changes in or disagreements with accountants on accounting and financial disclosure Controls and Procedures Management concluded ScanSource's disclosure controls and internal control over financial reporting were effective as of June 30, 2025, with no material changes - The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance for timely and accurate reporting[474][475] - Management assessed and concluded that internal control over financial reporting was effective as of June 30, 2025, based on the 2013 COSO Internal Control—Integrated Framework[477] - There were no changes in internal control over financial reporting during fiscal year 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[479] Other Information No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[480] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This section states that disclosures regarding foreign jurisdictions that prevent inspections are not applicable to the company PART III Directors, Executive Officers and Corporate Governance Information for this item will be included in the company's definitive proxy statement for its 2025 Annual Meeting of Shareholders Executive Compensation Information for this item will be included in the company's definitive proxy statement for its 2025 Annual Meeting of Shareholders Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information for this item will be included in the company's definitive proxy statement for its 2025 Annual Meeting of Shareholders Certain Relationships and Related Transactions, and Director Independence Information for this item will be included in the company's definitive proxy statement for its 2025 Annual Meeting of Shareholders Principal Accountant Fees and Services Information for this item will be included in the company's definitive proxy statement for its 2025 Annual Meeting of Shareholders PART IV Exhibits and Financial Statement Schedules This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K - The section includes a list of financial statements and exhibits filed as part of the Annual Report on Form 10-K[490] Form 10-K Summary This section indicates that there is no Form 10-K Summary provided Exhibit Index The Exhibit Index provides a comprehensive list of documents filed as exhibits to the Form 10-K, including corporate documents, agreements, and certifications - The Exhibit Index lists various corporate documents, compensation plans, employment agreements, bank agreements, and supplier distribution agreements[494][495][496] - It also includes certifications from the CEO and CFO, and financial statements formatted in Inline XBRL[496] SIGNATURES This section contains the signatures of the registrant's authorized officers and directors, certifying the report's submission on August 21, 2025 - The report is signed by the Chairman and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other directors, certifying its submission on August 21, 2025[502][503]